SELECTIVE INSURANCE GROUP, INC.
2005 OMNIBUS STOCK PLAN
STOCK OPTION AGREEMENT
This STOCK OPTION
AGREEMENT (the " Stock Option Agreement "), is made and
entered into as of [DATE] (the " Date of Grant "), by and
between Selective Insurance Group, Inc., a New Jersey corporation
(the " Company ") and [EMPLOYEE] (the " Optionee
").
WHEREAS, the Salary and Employee
Benefits Committee (the " Committee ") of the Board of
Directors of the Company (the " Board ") has approved the
grant of an Option pursuant to the Selective Insurance Group Inc.
2005 Omnibus Stock Plan (the " Plan "), as hereinafter
defined, to the Optionee as set forth below;
NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, and
intending to be legally bound hereby, the parties agree as
follows:
1.
Definitions . Capitalized terms which are not defined
herein shall have the meaning set forth in the Plan.
2.
Number of Shares and Exercise Price . The Company
hereby grants to the Optionee an option (the " Option "),
subject to the terms and conditions set forth herein, to purchase
[NUMBER] shares of the common stock of the Company, par value $2.00
per share, at a price (the " Exercise Price ") of $[PRICE]
1 per share. The Option is intended to be a
[Nonqualified Stock Option][Incentive Stock Option].
2
3. Term of
Option and Conditions of Exercise .
(a) Term of Option
. Unless the Option is earlier terminated in accordance with
the terms of the Plan, the term of the Option shall commence on the
Date of Grant and terminate upon the expiration of [ten (10)]
3 years from the Date of Grant. Upon the
termination of the Option, all rights of the Optionee hereunder
shall cease.
1 [Determined by the Committee at the
time of grant, but this number must be not less 100% of the
Fair Market Value of a share of company Stock on the Date of Grant
(110% for ISOs granted to 10% holders).]
(b) Vesting . The
Option shall become vested and exercisable upon the schedule set
forth on Exhibit A hereto. Notwithstanding the
foregoing, (i) upon the occurrence of a Change of Control, the
Option shall become fully vested and exercisable as provided in
Section 15 of the Plan and (ii) in the event that the employment of
the Optionee with the Company (or any of its subsidiaries) shall
terminate on account of the Optionee's (x) death, (y) retirement on
or after "Early Retirement Age" or "Normal Retirement Age" as each
is defined in the Retirement Income Plan for Selective Insurance
Company of America, as amended (the "Retirement Income Plan"), or
(z) "Total Disability" as such is defined in the Retirement Income
Plan, the Option granted to the Optionee, shall be immediately
vested and exercisable until the earlier of (i) the expiration of
the term of the Option in accordance with Section 3(a) above, and
(ii) the
